Exhibit 5.1
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| | King & Spalding LLP 1180 Peachtree Street N.E. Atlanta, GA 30309-3521 www.kslaw.com |
October 29, 2020
Genuine Parts Company
2999 Wildwood Parkway
Atlanta, GA 30339
Ladies and Gentlemen,
We have acted as counsel to Genuine Parts Company, a Georgia corporation (the “Company”), in connection with the offering by the Company of $500 million aggregate principal amount of 1.875% Senior Notes due 2030 (the “Notes”). The Notes will be issued pursuant to a Registration Statement on Form S-3 (Registration No. 333-249625) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), the related prospectus dated October 27, 2020 (the “Base Prospectus”) and a prospectus supplement relating to the Notes, dated October 27, 2020 (the “Prospectus Supplement” and, collectively with the Base Prospectus, the “Prospectus”), filed with the Commission pursuant to Rule 424(b) of the rules and regulations promulgated under the Act. This opinion is being provided at your request for incorporation by reference into the Registration Statement.
In connection with this opinion, we have reviewed such matters of law and examined original, certified, conformed or photographic copies of such other documents, records, agreements and certificates as we have deemed necessary as a basis for the opinions hereinafter expressed. In such review, we have assumed the genuineness of signatures on all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as certified, conformed or photographic copies. As to matters of fact material to this opinion, we have relied, without independent verification, upon certificates, statements and representations of public officials and representatives of the Company.
We have assumed that the execution and delivery of, and the performance of all obligations under, the indenture dated as of October 29, 2020, between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by an officer’s certificate dated as of October 29, 2020 setting forth the terms of the Notes (collectively, the “Indenture”), has been duly authorized by all requisite action by the Trustee, and that the Indenture was duly executed and delivered by, and is a valid and binding agreement of, the Trustee, enforceable against the Trustee in accordance with its terms.
Based upon and subject to the foregoing, and subject to the assumptions, qualifications and limitations set forth herein, we are of the opinion that the Notes, upon issuance and sale thereof as described in the Prospectus and, when executed and delivered by the Company and duly authenticated by the Trustee in accordance with the terms of the Indenture, will be valid and